PROSMART ENTERPRISES INC.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

Set out below is a review of the activities, results of operations and financial condition of ProSmart Enterprises Inc.(formerly Sora Capital Corp.) (the "Company") for the year ended September 30, 2020. The discussion below should be read in conjunction with the Company's audited consolidated financial statements for the year ended September 30, 2020. These consolidated financial statements are the responsibility of management and are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. All dollar figures included in the following Management Discussion and Analysis ("MD&A") are quoted in Canadian dollars unless otherwise indicated. This MD&A has been prepared as at January 28, 2021. The Company is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario in Canada and is listed on the TSX Venture Exchange under the symbol PROS. Additional information related to the Company, is available on SEDAR at www.sedar.com. The Company's websites are at www.prosmartinc.com, and www.rosterbot.com.

1. BACKGROUND AND CORE BUSINESS

ProSmart Enterprises Inc. ("ProSmart" or the "Company") is an investment company in the sports technology sector. The Company's investment strategy focuses on emerging technology companies, more specifically, companies with community facing products and services with revenue models that include premium subscriptions, payment processing, and targeted advertising & sponsorship within the sports industry.

The Company was incorporated under the laws of the State of Nevada on October 29, 1999. On January 27, 2009, the Company was continued from the State of Nevada to the Province of British Columbia under the Business Corporation Act. On July 12, 2017, the Company changed its name from Sora Capital Corp. to ProSmart Enterprises Inc. The Company's head office is #1500 - 1055 West Georgia Street Vancouver, BC.

The Company has completed three acquisitions of sports technology companies being; RosterBot Inc. ("RosterBot"), ProSmart Sports Development Inc. ("PSD"), and DL Hockey Consulting Limited ("DL Hockey").

Outlook and Future for ProSmart

On November 27, 2020, the Company received full revocation of Cease Trade Order ("CTO") from the BC Securities Commission.

Subsequent to September 30, 2020, the Company is closing a Sales Purchase Agreement ("SPA") for sale of the Company's three subsidiaries (DL Hockey, Rosterbot Inc. and ProSmart Sports Development Inc.) and 10% of the issued and outstanding common shares of the Company in exchange for the purchaser assuming all $693,333 of convertible debenture debt. The closing of the transaction is subject to the Company achieving shareholder. Once concluded, it is the goal of the Company to re-capitalize itself and look for future investments.

2. COMPANY HIGHLIGHTS DURING FISCAL 2020 and 2019

During Fiscal 2020, the Company recorded revenues of $396, losses of $530,161 for a loss of $0.02 per share.

During Fiscal 2019, the Company recorded revenues of $213,598, losses of $931,393 for a loss of $0.03 per share.

3. FINANCIAL POSITION

	As at	As at	As at
	September 30,	September 30,		September 30,
Consolidated Summary of Financial Position	2019	2019		2018

Cash and cash equivalents	$860	$14,164	$	132,101
Current assets	11,522	21,671		372,535
Software and platform development	-	2		2
Total assets	11,522	21,673		389,836
Current liabilities	2,598,386	2,062,174		1,604,497
Total liabilities	2,598,386	2,062,174		1,604,497
Shareholders' equity/(deficiency)	(2,586,864)	(2,040,501)		(1,214,661)
Working capital (deficiency)	$(2,586,864)	$(2,040,503)	$	(1,231,962)

3.1 Statement of Loss and Comprehensive Loss

	Year EndedSeptember 30,2020	Year EndedSeptember 30,2019	Year EndedSeptember 30,2018
Total revenue	$396	$213,598	$248,283
Cost of goods sold	-	(20,123)	(12,785)
	396	193,475	235,498
EXPENSES
Amortization of software and platform development costs	-	-	521,420
Amortization of equipment		4,595	7,509
Filing and other fees	16,605	-	55,295
General and administrative	408,213	601,711	1,671,525
Investor relations	-	79,431	594,114
Management and consulting fees	115,870	129,106	744,594
Professional fees	56,385	80,223	274,851
Software and platform development	26,534	39,886	2,037,205
Loss before other items	(623,211)	(741,477)	(5,671,015)
OTHER ITEMS
Financing income, net	-	(180,810)	3,425
Foreign exchange loss	(12,243)	2,179	(12,265)
Impairment of goodwill	-	-	(6,514,504)
Impairment of software and platform development	-	-	(890,015)
Gain on write-off of debts	107,179	39,262	21,545
Loss on disposal of equipment	-	(13,279)	-
Share-based payments	(1,886)	(37,268)	(511,409)
Loss before taxes	(530,161)	(931,393)	(13,574,238)
Deferred income tax recovery	-	-	55,000
Net loss	(530,161)	(931,393)	(13,519,238)
Other comprehensive income
Foreign currency translation adjustment	(18,088)	26,025	4,505
Loss and comprehensive loss for the year	$(548,249)	$(905,368)	$ (13,519,238)
Loss and comprehensive loss for the year attributed to:Owners of the Company	$(548,249)	$(905,368)	$ (13,519,238)
Loss per share
- basic and diluted	$(0.02)	$(0.03)	$(0.50)

Weighted average number of shares outstanding
- basic and diluted	32,108,092	32,113,571	26,845,691

3.2 Results of Operations for the year ended September 30, 2020

The loss for the year ended September 30, 2020 was $530,161(2019 – loss of $931,393). The significant items contributing to this year's net loss are as follows:

Revenue decreased to $396 for Fiscal 2020, compared to $213,598 in Fiscal 2019. During the year ended September 30, 2020, the coaching revenues in China had halted and no new contracts were entered into.
General and administrative expenses of $408,213 (2019 $601,711). The decrease is due to the wind down of operation in 2020, the closing of the office and lay off of staff. A breakdown of costs is as follows:

	Year Ended
		September 30, 2020		September 30, 2019
Insurance	$	4,771	$	18,398
Licenses		-		128
Office expenses and operations		107,681		198,835
Rent and utilities		-		42,440
Salaries and wages		295,761		316,169
Travel		-		25,741
Total	$	408,214	$	601,711

Software development costs were $26,534 (2019 $39,886). The amount is comparable year to year.
Investor relations costs were $nil (2019 $79,431). The decrease is due cost cutting measures as the capital was depleted.
Management and consulting fees were $115,870 (2019 $129,106). The decrease is due to the wind down of operation in 2020.
Expenses associated with share-based payments was $1,886 (2019 $37,268). The decrease is due to the cancelation of most of the options with the laying off of staff and ending of contractor commitments.

Overall, the results of operations for the year ended September 30, 2020 are comparable to the year ended September 30, 2019 since there were minimal operations.

3.3 Cash flows for the year ended September 30, 2020

Operating Activities: During the year ended September 30, 2020, the Company used $12,216 in operating activities compared to $486,387 for the year ended September 30, 2019.

Financing Activities: During the year ended September 30, 2020, the Company went from $17,000 in financing activities compared to $343,000 for the year ended September 30, 2019.

Investing Activities: During the year ended September 30, 2020, the Company went from $nil in investing activities compared to $575 for the year ended September 30, 2019

3.4 Summary of Quarterly results

	Quarter ended
		Q4		Q3		Q2		Q1		Q4		Q3	Q2	Q1
		2020		2020		2020		2020		2019		2019	2019	2019
Total revenue	$	-	$	-	$	-	$	-	$	3	$	36	$128	$47
Loss and comprehensive loss		(537)		15		(15) $		(11)		(3)		(45)	(430)	(453)
Loss per share - basic and diluted	$	(0.01) $		-	$	-	$	-	$	-	$	-	$ (0.01) $ (0.02)

3.5 Financial Position

As at September 30, 2020, the Company had exhausted all if its financial resources and was seeking additional financing. The convertible debt holders has called their loans and was seeking a settlement. Subsequent to the year end, the Company was able to come to an agreement with the convertible debt holders in exchange for the shares of its subsidiaries and 10% of the Company's issued and outstanding shares. As at the date of the MD&A, the settlement agreement had not be approved by the shareholders and no new capital has be received by the Company.

4. LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2020, the Company had a working capital deficiency of $2,586,864 and cash on hand of $860 as compared to a working capital deficiency of $2,040,503 and cash on hand of $14,164 at September 30, 2019. The detrition of working capital is due to the Company exhausting its capital and being unable to access additional funds, forcing it to cease operations.

The Company's continued operations is contingent upon its ability to raise sufficient financing both in the short and long-term. There are no guarantees that additional sources of funding will be available to the Company; however, management is committed to pursuing all possible sources of financing in order to restructure the Company and seek additional investments in the future.

5. RELATED PARTY TRANSACTIONS

The remuneration of the key management personnel, comprised of the directors and officers is as follows:

a) Paid or accrued salaries for the
- Former CEO of the Company in the amount of $155,333 (2019 $109,426),
- Former COO of the Company in the amount of $nil (2019 $64,991).
b) Paid or accrued professional fees of:
- $120,794 (2019 $67,200) to a company of which the CFO of the Company is an owner, and;
- $nil (2019 $5,541) to a law firm of which a former director is a partner;
c) Paid or accrued share-based payments of $1,886 (2019 $26,492) to directors and officers of the Company.

As at September 30, 2020, $199,964 (2019 - $236,286) is due to related parties and former related parties and included in accounts payable and accrued liabilities.

As at September 30, 2020, loans payable includes $3,189 (2019 - $2,000) is due to the CFO of the company.

6. CAPITAL EXPENDITURES

At present the Company is not anticipating any capital expenditures due to the lack of funding.

7. STOCK ISSUANCES

Significant non-cash transactions for the year ended September 30, 2020 included:

Share issuance costs of $45,636 included in accounts payable, and;
Reallocated $1,406,705 accounts payable to short-term loans pursuant to debt assignment agreements.

Significant non-cash transactions for the year ended September 30, 2019 included:

Issuing 350,373 common shares of the Company, valued at $85,841, on the settlement of $124,733 of accounts payable;
Assigned $150,000 from short-term loans to convertible debt;
Share issuance costs of $45,636 included in accounts payable, and;
Issuing 177,777 common shares to settle obligation of $43,555.

8. COMMITMENTS AND CONTINGENCIES

As at September 30, 2020, the Company had been released from its prior lease commitment for office space and currently doesn't have any commitments.

9. OUTSTANDING SHARE DATA

At the date of this report the Company has 32,108,092 issued and outstanding common shares and 75,000 outstanding stock options.

In addition, there are 23,454,133 common shares held under a voluntary pooling agreement that are restricted from trading.

10. OFF BALANCE SHEET ARRANGEMENTS

At September 30, 2020, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

11. PROPOSED TRANSACTIONS

The Company has a proposed transaction whereby ProSmart's convertible debt holders will receive the shares of ProSmart's three subsidiaries and the Company's assets along with 10% of the Company's issued and outstanding common shares to extinguish the debt.

A meeting of the shareholders will be required to approve the transaction. Once concluded, it is the goal of the Company to re-capitalize itself and look for future investments.

12. CRITICAL ACCOUNTING ESTIMATES

The preparation of the September 30, 2020 consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the year. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to:

Critical accounting estimates

i. Stock-based compensation is subject to estimation of the value of the award at the date of grant using pricing models such as the Black-Scholes option valuation model. The option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options and because the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.

ii. The determination of income tax is inherently complex and requires making certain estimates and assumptions about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes.

Critical accounting judgments

i. The determination that the Company will continue as a going concern for the next year.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The carrying value of cash and cash equivalents, receivables, accounts payable and accrued liabilities, short-term loans payable and convertible debt approximated their fair value because of the short-term nature of these instruments.

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Financial risk factors

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions. Receivables mainly consist of Goods and Service Tax receivable from the government of Canada.

Liquidity risk

The Company's approach to managing liquidity risk is to try and have sufficient liquidity to meet liabilities when due. As at September 30, 2020, the Company had a cash and cash equivalents balance of $860 to settle current liabilities of $2,598,386. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. To maintain liquidity, the Company is currently investigating alternative financing opportunities.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have a practice of trading derivatives.

a) Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at September 30, 2020, the Company did not have any investments in investment-grade short-term deposit certificates.

b) Foreign currency risk

The Company's foreign exchange risk arises from transactions denominated in other currencies. The Company has no investments outside of Canada and therefore considers this low risk.

14. RISK FACTORS

Prior to making investment decision investors should consider the investment risks set out below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out below to be the most significant to potential investors in the Company, but are not all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware, or which they consider not to be material in relation to the Company's business, actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company's securities could decline and investors may lose all or part of their investment.

Potential Transaction

The Company has negotiated with its convertible debt holders to extinguish the debt through a sale of its shares of its subsidiaries and $60,000 of shares. To complete this transaction, the Company will need its shareholders to approve the transaction before it can be concluded. As of the date of the MD&A, there has not been a meeting of the shareholders set, nor is the approval of the transaction assured.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic. The potential economic effects within the economy and in the global markets and measures being introduced at various levels of government to curtail the spread of the virus (such as travel restrictions, closures of non-essential municipal and private operations, imposition of quarantines and social distancing) could have a material impact on the Company's future operations and ability to access future capital. The extent of the impact of this outbreak and related containment measures on the Company's operations cannot be reliably estimated at this time.

Financial Condition, Liquidity, and Requirements

The Company's cash balance and working capital position are not adequate to sustain the Company's existing operations. If the Company is unable to continue to raise capital from issuances of shares, loans or by other means, it may not be able to restart operations.

Potential Acquisitions and Investments

Once the Company resumes operations, it expects to continue acquiring or investing in businesses, products and technologies that expand or complement the Company's current business, products and services. Such acquisitions or investments may involve significant commitments of financial or other resources of the Company. There can be no assurance that any such acquisition or investment can be satisfactorily financed or, if acquired, will generate revenue, income or other returns for the Company, or that financial or other resources committed to such activities will not be lost. Such activities could also place additional strains on the Company's administrative and operational resources and its ability to manage growth.

Major Contracts

The Company has and may enter into major contracts that are complex and have several delivery milestones. These contracts are often subject to delay, change, revision and renewal. There is no guarantee that the Company can complete all activities on time and on budget and that the funding available will be adequate to meet adjustments to the contract. Failure by the Company to fulfill such contracts on a timely basis is a significant risk to the Company.

Risk to Reputation

Reputation is a critical asset in the investment industry. Potential damage to that reputation is a significant risk for the Company. Any of the risks identified herein could damage the Company's reputation, which in turn, could result in a lack of client or employee confidence, legal liability and difficulties in raising capital.

Risks Related to Investments

The Company intends to expand its operations and business by investing in additional businesses, products or technologies. Investments may involve a number of special risks, including diversion of management's attention, failure to retain key personnel, unanticipated events or circumstances, and legal liabilities. In addition, there can be no assurance that the businesses, products or technologies, if any, will achieve anticipated revenues and income. Investments could also result in potentially dilutive issuances of equity securities. The failure of the Company to manage its investment strategy successfully could have a material adverse effect on the Company's business, results of operations and financial condition.

Dependence on Key Personnel

The success of the Company is largely dependent on the performance of its key senior management employees. Failure to retain key employees and to attract and retain additional key employees with necessary skills could impact the Company's growth and profitability. The Company's progress to date in commercializing its proprietary products has been dependent, to a significant extent, on the skills of its senior management. The departure or death of certain members of the executive team could have an adverse effect on the Company. The Company has experienced changes in its management personnel and further changes may occur in the future. The Company may face transitional difficulties in connection with these changes, and there can be no assurance that the Company will be able to attract and retain highly-skilled and qualified personnel to replace employees who leave the Company.

Industry Growth

There can be no assurance that the market for the Company's existing products will continue to grow or that the Company will be successful in independently establishing markets for its products. If the markets in which the Company's products compete fail to grow or grow more slowly than the Company currently anticipates, or if the Company is unable to establish markets for its new products, the Company's operating results and financial condition could be adversely affected.

Economic Slowdown

From time to time markets have witnessed the weakening of global macro-economic conditions. This weakness could have adverse effects on the investments of the Company's ability to continue as a going concern.

Management of Future Growth and Expansion

Planned expansion of the Company's business and its future success will depend on its ability to manage growth as it expands its products and marketing capacities, which may place a significant strain on the Company's management resources, employees and operations, as well as its ability to finance such growth. To manage growth effectively, the Company will be required to continue to implement changes in certain aspects of its business, expand its operations, and develop, train, manage and assimilate an increasing number of management-level and other employees. If management is unable to manage growth effectively, the Company's business, prospects, financial condition and operating results could be affected. The Company does not have a history of business operations and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

Legislative, Insurance, Compliance Costs, Regulatory Action and Environment

To comply with various increasing and complex regulatory reporting and standards involves significant cost. Changes to securities regulatory standards, account policy, and compliance reporting could place an additional expense burden on the Company. Insurers may increase premiums as the Company's business continue to grow so future premiums for the Company's insurance policies, including directors' and officers' insurance policies, could be subject to increase.

15. INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations contain certain forwardlooking statements. Forward-looking statements include but are not limited to those with respect to the prices of gold and other metals, the estimation of mineral resources and reserves, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations,

requirements for additional capital, Government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others; the actual results of current exploration activities, conclusions or economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes or other risks of the mining industry, delays in obtaining government approvals or financing or incompletion of development or construction activities, risks relating to the integration of acquisitions, to international operations, and to the prices of gold and other metals. While the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.